Item 1.01 Entry into a Material Definitive Agreement.

On January 28, 2021, Dynex Capital, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement"), between the Company and J.P. Morgan Securities LLC, as the representative of the several underwriters listed on Schedule 1 thereto (the "Underwriters"), for the issuance and sale by the Company of 2,750,000 shares of its common stock, par value $0.01 per share (the "Common Stock"). The Underwriters agreed to purchase the Common Stock from the Company at a price of $17.60 per share, resulting in net proceeds of approximately $48.2 million, after deducting the estimated expenses of this offering, to the Company. In addition, the Company granted the Underwriters an option for 30 days to purchase up to an additional 412,500 shares of Common Stock.

The Underwriting Agreement includes customary representations, warranties, covenants and closing conditions. It also provides for customary indemnification by each of the Company and certain affiliated entities and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities. The transaction contemplated by the Underwriting Agreement is expected to close on February 2, 2021.

The offering and sale of Common Stock were made pursuant to a preliminary prospectus supplement related to the Company's effective shelf registration statement on Form S-3 (File No. 333-222354), which has been filed with the Securities and Exchange Commission. A copy of the Underwriting Agreement is filed as Exhibit 1.1 hereto and incorporated herein by reference.

The foregoing summary does not purport to be a complete description and is qualified in its entirety by reference to the Underwriting Agreement.

In connection with the filing of the Underwriting Agreement, the Company is filing as Exhibit 5.1 hereto an opinion of its counsel, Mayer Brown LLP, with respect to the legality of the Shares and as Exhibit 8.1 hereto an opinion of Mayer Brown LLP with respect to certain tax matters.




Item 8.01 Other Events.

On January 28, 2021, the Company issued a press release announcing the pricing of the offering. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated by reference into this Item 8.01.

Item 9.01. Financial Statements and Exhibits.






(d) Exhibits.



Exhibit
Number       Description of Exhibit

  1.1          Underwriting Agreement, dated January 28, 2021, between the Company
             and J.P. Morgan Securities LLC, as the representative of the
             underwriters named therein.

  5.1          Opinion of Mayer Brown LLP with respect to the legality of common
             stock.

  8.1          Opinion of Mayer Brown LLP with respect to certain tax matters.

23.1         Consent of Mayer Brown LLP (included in Exhibit   5.1   and   8.1  ).

  99.1         Press Release Announcing the Pricing of the Offering, dated
             January 28, 2021.

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document)

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